Legal

Draft Resolutions for the Extraordinary General Meeting

13 April 20225 pages1,432 words

Summary

These draft resolutions outline the formal agenda and governance proposals for the Extraordinary General Meeting of PCF Group S.A., a Polish video game developer and publisher, scheduled for April 13, 2022. The primary purpose of the meeting is to formalize recent changes to the company’s Supervisory Board and to align internal regulations with the Best Practice for GPW Listed Companies 2021. A central finding of the document is the proposed ratification of Dagmara Zawadzka as a member of the Supervisory Board. This appointment follows the resignation of Aleksander Marcin Ferenc on March 3, 2022. Zawadzka was initially co-opted by the board on March 7, 2022, to maintain the required five-member minimum for public companies under the Polish Commercial Companies Code. The resolutions specify that she meets the independence criteria necessary for audit committee service. The document also details significant amendments to the Supervisory Board's operating regulations. Key changes include a new requirement for the board to provide formal opinions on draft resolutions submitted by the Management Board for General Meetings. Additionally, the regulations are being updated to mandate open voting for all board resolutions, removing previous provisions for secret ballots in personnel matters to ensure compliance with current market transparency standards. Procedural resolutions cover the appointment of a meeting chairperson, the waiver of a dedicated Scrutiny Committee in favor of an electronic voting system, and the confirmation that the company will bear all costs associated with convening the meeting. These actions reflect the administrative requirements for a publicly traded entity operating within the Polish legal framework and the Warsaw Stock Exchange environment.

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